Several days had passed since Karen had conquered the Fortress of Solitude, on the outside it looked like the pristine crystalline structure it was known for by those few who had seen it in the past. Columns of silvery spires crisscrossing each other like the structure of a tent, elegant and shimmering in the northern sun, as tall and as wide as a mountain made of diamond sparkling like a snowflake. But inside this beautiful home away from home was something far from the ideal paradise it appeared to be. The front gates had been pried off their hinges, caked with frost and snow as the entrance looked more like the claw hewn entrance to a cave. Inside the walls were coated with resin, yellow and thick it gave the halls and chambers an almost sickly yellow glow. In what was once the main hall of the fortress, it was now the den of the new Queen. Dozens of male creatures went about dutifully changing their new home, tearing down anything remotely Kryptonian and coating the walls with cum, letting it harden to add to the nest.
Hanging from the ceiling and walls large chrysalises latched to one another like seeds on the face of a sunflower, their surfaces throbbing slowly like heart beats while the shapes of the maturing creatures could just be made out though the fleshy membranes of the cocoons. There were dozens of them scattered around the hall, each a new member of the swarm waiting to break free and join its siblings. On the floor several males slept in dog piles, spent and exhausted after lining their new nests with resin. Those that weren't hard at work rutting against the walls or resting to regain their strength were busy tending to the females of the nest.
Power Girl had become immense! The very first of their kind on Earth she was of course the largest and most fertile, almost as large as a city bus she lounged on her side as her six daughters fed from her fat nipples, her ten beanbag sized breasts bloated and nearly gushing with rich milk. Her six limbs had become almost uniform in shape, long and powerful with muscle and fat she found she could still use them all as hands as well as feet, her original feet changing to match her forelimbs with dextrous finger-toes and opposable thumb claws. Swivelling her saurian head over to look at the other females of her swarm Karen smiled, her lips pulling back as far as where her ears used to be, watching the others be tended to by her sons.
Lyta, Atlee and Kate moaned and wailed in orgasmic bliss as they were mounted and mated again and again. The walls and ceilings were festooned with the chrysalides of their previous litters and yet they wanted more, NEEDED more. "Yes! Fuck me, give me quints this time. MORE!" Moaning out loud as a brute of a male mounted her from behind Kate Kane was no longer the woman she once was. hissing with her prehensile tongue lolling out of her mouth she had grown into a five hundred pound female monster! Her hair was like a snake's nest of tentacles as they snapped with every buck of her wide hips, her melon sized breasts wobbling under her as she felt the spear tip of her lover's cock enter her womb with every thrust. "Harder, HARDER! Fuck me HARDER!!!" Terra was on her back, her stout legs spread wide open as another male plowed into her, her claws gripping his back and scaly rear for leverage as she encouraged him to cum into her, a broad toothy smile on her green lips as her mind drowned in pleasure and instinct. Her fat breasts mashed against his chitin layered chest as she they both shared a lurid kiss, their tongues exploring each other's mouth and down their throats.
Lyta was pressed against a wall, her spines scrapping against the caked resin as she arched her back, her hands in her tendrils giving her lover full access to her pumpkin sized breasts as he thrust into her again and again, her leg wrapped around his waist. Looking over the brute's shoulder she watched as her mother tended to her new sisters, the grubs already forming strong limbs to move around as they let go of the spurting teats to crawl around the nest, exploring their surroundings. Each grub was almost as big as she was, the revelation made her both impressed and... Envious? With a snarl her lover tensed, flooding her womb with hot seed as her own orgasm rocked through her core, making her eyes roll in her skull as they slowly separated, his tongue licking her cleavage up to her neck before stepping away. Looking at her mother's leaking nipples with hunger she knew she only had a few seconds before her latest litter would be born. Running gracefully to the lounging creature she surprised her mother when she felt to all fours and latched onto a stout nipple, drinking heavily of her mother's milk. Seeing Lyta lung for Karen's breasts Kate and Atlee gave each other a knowing smile before joining their brood sister at Power Girl's rows of breasts, drinking heavily from the rich creamy meal.
"Mmm... Girls... Are we feeling hungry?"
Not answering her mother Lyta moaned into the stiff nipple pulling gallons and gallons of milk, her meal making her belly groan and swell as it rounded out under her. Even after she knew she was getting full she continued to drink, suckling more with each desperate breath. Then something began to happen. With a belly filled past the brim with milk and a rising heat in her naval Lyta groaned as her latest litter started to take root, her body growing larger to accommodate, only this time she did more than just grow. Arching her back Lyta felt forms start to develop on her sides, wriggling her shoulders she sighed when a new pair of arms sprouted from her, gripping the resin floor as her hips and ass grew bigger and rounder. Still pulling in milk she winced when her spine began to lengthen, a tail forcing her ass cheeks apart as it grew and lengthened behind her, becoming as long as she was tall. Feeling with her new claws she could feel new breasts budding under her original pair, swelling with nutrients for her own children as her belly bloated larger by the second. Unable to drink another drop Lyta separated from her mother with a pop of her lips before she felt her skull change. Her nose flattened and merged with her upper lip as her jaw line pushed forward, her horns growing longer as they framed her face and tendrils.
Looking over to Kate and Atlee Lyta watched as the two had gone through their own changes, joining her in their second puberty as they shoved each other with their widening hips for more room, drinking more to fuel their growth. Looking over to her smiling mother Lyta found she had doubled in size and height, nearly half as large as her queen mother, a sense of accomplishment rising in her as she rubbed her massive womb. With their growth halted Lyta howled as her water broke, descending to all six of her claws as she felt her pussy crown. In a blur of pleasure and pain the new matriarch gave birth to over ten grubs, each almost as large as her new sisters as she rolled onto her side and brought her new children to her tits. Atlee and Kate fell into the throes of labour soon after, adding a total 22 new grubs to the latest additions to the swarm.
Beaming with pride Power Girl smiled, her long tail swatting the resin covered floor with joy as she watched her now larger friends feed their brood. "My dearest daughters... You've grown up."